Exhibit 5


                      McGrath, North, Mullin & Kratz, P.C.
                           1400 One Central Park Plaza
                           222 South Fifteenth Street
                                 Omaha, Nebraska
                                  402-341-3070

                                 August 24, 2000

ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102

Gentlemen:

     In connection  with the  registration  under the Securities Act of 1933, as
amended,  of 6,000,000  shares of common stock (the "Common  Stock"),  $5.00 par
value, of ConAgra, Inc., a Delaware corporation (the "Company"),  authorized for
issuance pursuant to the Plan for Assumption of International Home Foods Options
(the  "Plan"),  we have  examined such  corporate  records and other  documents,
including the registration statement on Form S-8 to be filed with the Securities
and Exchange Commission relating to such shares (the "Registration  Statement"),
and have  reviewed  such  matters of law as we have  deemed  necessary  for this
opinion. Based on such examination, we advise you that in our opinion:

     1. The Company is a corporation  duly organized and existing under the laws
of the State of Delaware.

     2. Upon the issuance of shares in accordance  with the Plan,  all necessary
corporate  action on the part of the Company  will have been taken to  authorize
the issuance of up to 6,000,000 shares of Common Stock by the Company,  and when
issued as contemplated in the Registration Statement and related documents, such
shares will be legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.

                                         Yours very truly,

                                         MCGRATH, NORTH, MULLIN & KRATZ, P.C.

                                         By: /s/  Guy Lawson
                                             Guy Lawson